Facilities, Inc. v. Rogers-Usry Chevrolet, Inc.

907 So. 2d 960, 2004 Miss. App. LEXIS 967, 2004 WL 2221733
CourtCourt of Appeals of Mississippi
DecidedOctober 5, 2004
Docket2003-CA-00856-COA
StatusPublished
Cited by2 cases

This text of 907 So. 2d 960 (Facilities, Inc. v. Rogers-Usry Chevrolet, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Mississippi primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Facilities, Inc. v. Rogers-Usry Chevrolet, Inc., 907 So. 2d 960, 2004 Miss. App. LEXIS 967, 2004 WL 2221733 (Mich. Ct. App. 2004).

Opinion

907 So.2d 960 (2004)

FACILITIES, INC., Appellant
v.
ROGERS-USRY CHEVROLET, INC., Appellee.

No. 2003-CA-00856-COA.

Court of Appeals of Mississippi.

October 5, 2004.
Rehearing Denied November 30, 2004.

*961 Fred M. Harrell, Brandon, Richard D. Gamblin, Jackson, Glenn Gates Taylor, Ridgeland, attorneys for appellant.

Gregory Moreau Johnston, Madison, Lem G. Adams, Brandon, attorneys for appellee.

Before LEE, P.J., MYERS and CHANDLER, JJ.

LEE, P.J., for the Court.

FACTS AND PROCEDURAL HISTORY

¶ 1. Rogers-Usry Chevrolet is a car dealership operating in Brandon, Mississippi.[1] In 1985, Rogers-Usry leased a section of land from Facilities, Inc. The land was to provide the location for the car dealership. The lease was for a term of fifteen years, and in 1998 Rogers-Usry and Facilities renewed the lease until April 30, 2015. The lease provided that in addition to a base amount of rent, which would increase annually according to the Consumer Price Index, Rogers-Usry would pay Facilities bonus rent if new vehicle sales exceeded one hundred vehicles per month. The bonus rent rate of $100 applied to each new vehicle sold in excess of 100 vehicles. Facilities argues that this bonus rent provision was included in the *962 lease to compensate for Facilities' acceptance of a rent that was below market value. Thus, Facilities would profit as Rogers-Usry grew and profited. Furthermore, the lower base rent would allow Rogers-Usry flexibility as it struggled to establish its self as a business.

¶ 2. In 2000, Rogers-Usry expanded to add a tract of land a few hundred feet from its primary location. There has been much debate between the parties as to whether the expansion onto the new land was to allow Rogers-Usry to comply with a General Motors initiative which required its dealerships to conduct new vehicle sales from modern dealerships which functionally and aesthetically comply with national General Motors standards. Regardless of Rogers-Usry's motivation to use a different tract of land for its new car sales, Rogers-Usry has moved its new car sales to the new location. Although Rogers-Usry continues to use the Facilities property, Rogers-Usry now argues that it is under no obligation to continue paying Facilities bonus rent for new vehicle sales which occur on the new land.

¶ 3. Rogers-Usry filed an action in 2002 seeking a declaratory judgment on its rent obligations to Facilities under the renewed lease. Rogers-Usry argued that when it moved its new vehicle sales to the new property, it would no longer be obligated to pay Facilities bonus rent. Facilities argued that the lease provided in unambiguous terms that Rogers-Usry owed Facilities bonus rent on new vehicle sales whether the sale occurred on the dealership's new property or the sale occurred on the land leased from Facilities. Facilities counter-claimed for an accounting of the rent that was due under the lease. The chancellor ruled that, under the contract, Rogers-Usry was not obligated to pay Facilities bonus rent for new vehicle sales that did not occur on the property owned by Facilities.

¶ 4. It is from this judgment that Facilities has timely filed its appeal, arguing the following three points of error: (1) the lease is clear and unambiguous in its terms; (2) the chancellor erred in his interpretation of the bonus rent provision of the lease; and (3) the chancellor's interpretation of the lease deprives Facilities of a substantial benefit of the bargain it made in 1985 and renewed in 1998.

¶ 5. Having heard the arguments of counsel and after reviewing the briefs of the parties and the record in this case, this Court finds that the contract was not ambiguous as a matter of law. Because this issue is dispositive of the appeal before the Court, discussion of the other issues raised on appeal are unnecessary.

STANDARD OF REVIEW

¶ 6. The standard of review for questions concerning the construction of contracts are questions of law that are committed to the court rather than to the fact finder. Warwick v. Gautier Utility Dist., 738 So.2d 212, 215(¶ 8) (Miss.1999) (citing Mississippi State Highway Comm'n v. Patterson Enters., Ltd., 627 So.2d 261, 263 (Miss.1993)). This Court reviews questions of law de novo. City of Grenada v. Whitten Aviation, Inc., 755 So.2d 1208, 1214(¶ 16) (Miss.Ct.App.1999). "Legal purpose or intent should first be sought in an objective reading of the words employed in the contract to the exclusion of parol or extrinsic evidence." Id. (citing Cooper v. Crabb, 587 So.2d 236, 239, 241 (Miss.1991)). This Court is not to infer intent contrary to that in the contract. Cooper, 587 So.2d at 241. When construing a contract the court will read the contract as a whole, giving effect to all of its clauses. Whitten, 755 So.2d at 1214 (citing *963 Brown v. Hartford Ins. Co., 606 So.2d 122, 126 (Miss.1992)).

¶ 7. The Mississippi Supreme Court has set out a three-tiered approach for interpreting contracts. Martin v. Fly Timber Co., 825 So.2d 691, 696(¶ 11) (Miss. Ct.App.2002) (citing Pursue Energy Corp. v. Perkins, 558 So.2d 349 (Miss.1990)). First, the "four corners" test is applied, wherein the reviewing court looks to the language that the parties used in expressing their agreement. Pfisterer v. Noble, 320 So.2d 383, 384 (Miss.1975). If the language used in the contract is clear and unambiguous, the intent of the contract must be realized. Id. On the other hand, if the contract is unclear or ambiguous, the court should attempt to "harmonize the provisions in accord with the parties' apparent intent." Pursue Energy Corp., 558 So.2d at 352. If the court is unable to translate a clear understanding of the parties' intent, the court should apply the discretionary "canons" of contract construction. Id. However, if the contract continues to evade clarity as to the parties' intent, the court should consider extrinsic or parol evidence. Id. It is only when the review of a contract reaches this point that prior negotiations, agreements and conversations might be considered in determining the parties' intentions in the construction of the contract. Martin, 825 So.2d at 696(¶ 11). Thus, the primary issue before this Court is whether the contract is ambiguous.

¶ 8. Reading the contract as a whole, the contract is very clear. In section 3(c) of the lease the contract reads as follows:

[i]f during any calendar month the Lessee shall sell more than 100 new automobiles, trucks, vans, and/or similar vehicles (collectively "vehicle"), the Lessee shall, in addition to the Basic Monthly Rental and Inflationary Increases in (a) and (b) above, pay as additional rent $100.00 per new vehicle sold during each calendar month, in excess of 100 vehicles. ("Bonus Rent") Such Bonus Rent shall be applicable to each calendar month during the fifteen (15) year term of this lease agreement.

¶ 9. The contract clearly provides that when Rogers-Usry sells more than 100 new vehicles in a calendar month, Rogers-Usry is to pay additional rent to Facilities. The contract speaks for itself. Reviewing section 3(c) within the context of the entire contract, no terms contradict or conflict with each other. Section 3(c) clearly provides that if the Lessee (Rogers-Usry) sells more than 100 new vehicles in a calendar month, Rogers-Usry owes the Lessor (Facilities) bonus rent regardless of the location of the sale.

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